SC 13D/A 1 p15-1028sc13da.htm CENTRAL GOLDTRUST

 

SECURITIES AND EXCHANGE COMMISSION  
Washington, D.C. 20549  
   
SCHEDULE 13D/A
 
Under the Securities Exchange Act of 1934
(Amendment No. 1)*

 

 

Central GoldTrust

(Name of Issuer)

 

 

Units

(Title of Class of Securities)

 

 

153546106

(CUSIP Number)
 

Polar Securities Inc.

Attention: Greg Lemaich

401 Bay Street, Suite 1900

P.O. Box 19

Toronto, ON M5H 2Y4, Canada

(416) 369-8087

(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
 

April 2, 2015

(Date of Event Which Requires Filing of This Statement)
 

 

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), Rule 13d-1(f) or Rule 13d-1(g), check the following box. ¨

 

(Page 1 of 7 Pages)

______________________________

* The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

 

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 
CUSIP No. 153546106SCHEDULE 13DPage 2 of 7 Pages

 

1

NAME OF REPORTING PERSON

Polar Securities Inc.

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ¨

(b) ¨

3 SEC USE ONLY
4

SOURCE OF FUNDS

AF

5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ¨
6

CITIZENSHIP OR PLACE OF ORGANIZATION

Canada

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH:		 7

SOLE VOTING POWER

-0-

8

SHARED VOTING POWER

1,095,231 Units

9

SOLE DISPOSITIVE POWER

-0-

10

SHARED DISPOSITIVE POWER

1,095,231 Units

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON

1,095,231 Units

12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨
13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

5.77%

14

TYPE OF REPORTING PERSON

IA

         

 

 
CUSIP No. 153546106SCHEDULE 13DPage 3 of 7 Pages

 

1

NAME OF REPORTING PERSON

North Pole Capital Master Fund

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ¨

(b) ¨

3 SEC USE ONLY
4

SOURCE OF FUNDS

OO (See Item 3)

5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ¨
6

CITIZENSHIP OR PLACE OF ORGANIZATION

Cayman Islands

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH:		 7

SOLE VOTING POWER

-0-

8

SHARED VOTING POWER

1,095,231 Units

9

SOLE DISPOSITIVE POWER

-0-

10

SHARED DISPOSITIVE POWER

1,095,231 Units

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON

1,095,231 Units

12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨
13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

5.77%

14

TYPE OF REPORTING PERSON

CO

         

 

 

 

 

 
CUSIP No. 153546106SCHEDULE 13DPage 4 of 7 Pages

This Amendment No. 1 amends the statement on Schedule 13D filed on March 3, 2015 (the "Original Schedule 13D", and as amended hereby, the "Schedule 13D") with respect to the units (the "Units"), of Central GoldTrust, a trust established under the laws of the Province of Ontario, Canada (the "Issuer"). Capitalized terms used herein and not otherwise defined in this Amendment have the meanings set forth in the Original Schedule 13D. This Amendment amends Items 3, 4, 5 and 7 as set forth below.

 

 

Item 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
   
 

 

Item 3 of the Schedule 13D is hereby amended and restated as follows:

   
  Funds for the purchase of the Units were derived from the subscription proceeds from investors in North Pole and the capital appreciation thereon and margin account borrowings made in the ordinary course of business.  In such instances, the positions held in the margin accounts are pledged as collateral security for the repayment of debit balances in the account, which may exist from time to time.  Since other securities are held in the margin accounts, it is not possible to determine the amounts, if any, of margin used to purchase the Units reported herein. A total of $46,146,416.30 was paid to acquire the Units.

 

Item 4. PURPOSE OF TRANSACTION
   
  Item 4 of the Schedule 13D is hereby amended and supplemented by the addition of the following:
   
  On April 2, 2015, Polar Securities filed its information circular regarding the Proposal for the annual and special meeting of unitholders of the Issuer to be held on May 1, 2015 and issued a press release regarding the same.  The press release and the information circular have been filed under the Issuer's SEDAR profile at www.sedar.com.  A copy of the press release is also attached as Exhibit 5 to this Schedule 13D and is incorporated herein by reference into this Item 4 as if set out in full.  

 

Item 5. INTEREST IN SECURITIES OF THE ISSUER
   
  Item 5(a), (b) and (c) of the Schedule 13D is hereby amended and restated as follows:
   
(a) See rows (11) and (13) of the cover pages to this Schedule 13D for the aggregate number of Units and the percentage of the Units beneficially owned by each of the Reporting Persons.  The percentage reported in this Schedule 13D is calculated based upon the 19,299,000 Units outstanding as of December 31, 2014 as reported in the Issuer's Annual Report on Form 40-F for the fiscal year ended December 31, 2014 filed with the Securities and Exchange Commission on February 11, 2015.
   
(b) See rows (7) through (10) of the cover pages to this Schedule 13D for the number of Units as to which each Reporting Person has the sole or shared power to vote or direct the vote and sole or shared power to dispose or to direct the disposition.
   

 

 
CUSIP No. 153546106SCHEDULE 13DPage 5 of 7 Pages

 

(c) The transactions in the Units since the filing of the Original Schedule 13D by North Pole, which were all in the open market, are set forth in Schedule B, and are incorporated herein by reference. Polar Securities did not enter into any transactions in the Units since the filing of the Original Schedule 13D.
   

 

Item 7. MATERIAL TO BE FILED AS EXHIBITS
   
  Item 7 of the Schedule 13D is hereby amended and supplemented by the addition of the following:
   
  Exhibit 5: Press Release, dated April 2, 2015.
 
CUSIP No. 153546106SCHEDULE 13DPage 6 of 7 Pages

 

SIGNATURES

After reasonable inquiry and to the best of his or its knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.

 

Date: April 2, 2015

 

     
POLAR SECURITIES INC.    
     
     
/s/ Greg Lemaich    
Name: Greg Lemaich    
Title: General Counsel    
     
NORTH POLE CAPITAL MASTER FUND    
By:  Polar Securities Inc., its investment manager    
     
/s/ Greg Lemaich    
Name: Greg Lemaich    
Title: General Counsel    

 

 
CUSIP No. 153546106SCHEDULE 13DPage 7 of 7 Pages

 

Schedule B

 

This Schedule sets forth information with respect to each purchase and sale of Units which were effectuated by a Reporting Person since the filing of the Original Schedule 13D. All transactions were effectuated in the open market through a broker. The price reported in the column Price Per Unit ($)* is a weighted average price if a price range is indicated in the column Price Range ($). These Units were purchased/sold in multiple transactions at prices between the price ranges below. The reporting persons will undertake to provide to the staff of the Securities and Exchange Commission, upon request, full information regarding the number of Units sold at each separate price.  

 

 

NORTH POLE CAPITAL MASTER FUND

 

Date of Transaction Units Purchased (Sold) Price Per Unit ($)* Price Range ($)*
3/4/2015 600 41.39 41.31 – 41.40
3/5/2015 12,636 41.29 41.23 – 41.34
3/6/2015 29,057 40.23 39.86 – 40.51
3/9/2015 2,200 39.83  
3/10/2015 10,150 39.52 39.46 – 39.75
3/11/2015 5,472 39.20 39.01 – 39.34
3/12/2015 29,792 39.37 39.27 – 39.40
3/13/2015 14,744 39.24 39.19 – 39.35
3/16/2015 1,650 39.13 39.09 – 39.15
3/17/2015 2,193 38.87 38.80 – 38.90
3/18/2015 8,463 39.63 38.96 – 39.82
       
       
       
       
       
       
       
       
       

 

 

* Excluding commissions.